This Indenture of
lease is made at ................. this ................. day of
................., 2000, between A, son of ................. resident of
................ (hereinafter called "the lessor", which expression shall,
unless repugnant to the context and meaning include his heirs, successors,
administrators and assigns) of the One Part and ........................... a
company incorporated under the Companies Act, 1956 and having its registered
office at ................. (hereinafter called "the Lessee", which
expression shall, unless be repugnant to the context and meaning, include its
successors and assigns) of the Other Part.

Whereas the lessor is
absolutely seized and possessed or otherwise well and sufficiently entitled to
the building bearing Municipal No. ................. situated at
………………………………………..

And Whereas on the
request of the Lessee, the lessor has agreed to grant lease in respect of the
demised premises for a term of ................. years in the manner
hereinafter appearing.

Now This Deed
Witnesseth As Follows:

1.In
pursuance of the said agreement and in consideration of the rent hereby
reserved and of the covenants, conditions and stipulations hereinafter
contained and on the Lessee's part to be paid, observed and performed, THE
LESSOR HEREBY DEMISES UNTO THE LESSEE ALL THAT the building bearing Municipal
No. situated at …………………………………………… (more particularly described in Schedule I
hereto) and hereinafter called as the demised premises, TOGETHER WITH ALL the
fixtures and fittings therein, (a complete list whereof is given in Schedule II
hereto) TOGETHER WITH the electrical installations and together with the right
for the Lessee, its employees, servants, agents, customers and persons
authorised by the Lessee in common with the Lessor and all the persons
authorised by the lessor to use the entrances, door ways, entrance hall, stair
cases, landings and passages in the demised premises for the purpose of ingress
thereto, TO HOLD the demised premises unto the Lessee for the period of
................. years only commencing from the ................. and
determining on ................. but determinable earlier as hereinafter
provided PAYING therefor unto the Lessor during the said term monthly rent of Rs..................
payable by the tenth of each succeeding calendar month to which it relates.

2.The
lessee hereby covenants with the lessor as follows:

a.To pay the rent as
aforesaid on the days and in the manner aforesaid.

b.To pay rates, taxes,
assessment, duties, cess, impositions, outgoings and burdens whatsoever payable
to State of .................. Municipal Corporation of.................. local
or other authority, which may at any time or from time to lime during the term
hereby created be imposed or charged upon the demised premises.

c.To pay the
electricity bills for the electricity consumed for lighting the demised
premises and for operation of Air Conditioners, Fans, Computers and electrical
appliances in the demised premises.

d.Not to make any
structural alterations into or upon the demised premises or make any
alterations or addition to the external appearance or any part of the demised
premises without the previous consent of the Lessor in writing.

e.To use the demised
premises for office purposes of the Lessee.

f.Not to do or suffer
to be done in or upon the demised premises or other parts of the said building
in common with other persons anything whatsoever, which may be or become a
nuisance or annoyance to or in any way interfere with the quiet or comfort of
the Lessor or other Lessees and occupiers of the said building.

g.Not to place or keep
or permit to be placed or kept on the demised premises any offensive, dangerous
or highly inflammable or explosive material or any other article or things,
which may constitute a danger, nuisance or annoyance to the demised or
surrounding premises or the owners or occupiers thereof.

h.Not to sub-let,
transfer, assign or part with the possession of the demised premises or any
part thereof.

i.To permit the Lessor,
his servants, employees or agents duly authorised by him to enter into and upon
the demised premises at all reasonable times for viewing the condition of the
demised premises or doing such works or things as may be requisite or necessary
for any repairs, alteration, servicing or improvements to the demised premises.

j.To hand over the
peaceful possession of the demised premises at the end or the sooner
determination of the said term together with all the Lessor's fixtures and
fittings in as good condition as received, fair wear and tear, damage by fire,
acts of God, riots or other civil commotion, war, enemy action and/or other
cause not within the control of the Lessee, being excepted.

k.Not to obstruct or
suffer to be obstructed the entrance hall, entrances, doorways, passages,
staircase or lifts.

l.To insure and keep
the demised premises insured against loss or damages by fire with an insurance
company approved in writing by the Lessor for an amount which shall be not less
than Rs. .................. unless otherwise agreed to in writing between the
parties.

m.To carry minor
repairs in the demised premises not exceeding 9 the extent of Rs. 10,000 per
year.

n.To replace all broken
fittings and fixtures by equally good or better substitutes.

3.The
Lessor doth hereby covenant with the Lessee as follows:

a.That on the Lessee
paying the rent on the due dates thereof and in the manner herein provided and
observing and performing the covenants, conditions and stipulations herein
contained and on his part to be observed and performed, shall peaceably and
quietly hold, possess and enjoy the demised premises during the term without
any interruption, disturbance, claim and demand by the Lessor or any person
lawfully claiming under or trust for the Lessor.

b.To keep the interior,
exterior of the demised premises, the drainage thereof and the water pump in
good and tenable repair and condition.

c.To keep the entrance,
door ways, entrance halls, staircases, lobbies and passages in the said
building leading to demised premises well and sufficiently cleaned and lighted
at his own expenses.

4.It
is hereby agreed and declared that these presents are on the express condition,
that if the rent or any part thereof payable in respect of the demised premises
shall be in arrears for a period of two months or by if the Lessee shall omit
to perform or observe any covenants or conditions on the lessee's part herein
contained, the Lessor may re-enter upon the demised premises provided that the
Lessor has served a notice to the Lessee and a period of one month has elapsed
after the issue of such notice, the Lessee does not pay the rent or does not
perform or observe the covenant or condition and thereupon this demise and all
rights of the Lessee hereunder shall determine.

It Is Hereby
Expressly Agreed Between The Parties As Follows:

a.The lessee shall be
entitled to erect fittings, fixtures, wooden partitions, cabins or make any
such addition or alteration, as may be necessary for its use by the Lessee;
provided that the lessee shall remove the said fittings, fixtures, wooden
partitions, cabins, additions or alterations and restore the demised premises
to the Lessor on the expiry of the term or sooner determination of the lease in
the same condition as existed before making such changes.

b.If the Lessor fails
to pay the taxes, charges, assessment payable by him, or fails to carry out the
necessary repairs and other work which he has to carry out as provided herein,
the Lessee may after one month notice in writing, pay, discharge and can out
the same at its own cost and the Lessee may set off the same from the rent
payable to the Lessor under these presents.

5.This
Lease Deed shall be executed in duplicate. The original shall be retained by
the Lessor and the duplicate by the Lessee.

6.The
stamp duty and all other expenses in respect of this Lease Deed and duplicate
thereof shall be borne and paid by the Lessee.

7.The
marginal notes and the catch lines hereto are meant only for convenience of
references and shall not in any way be taken into account in the interpretation
of these presents.

IN WITNESS WHEREOF,
the Lessor has set its hand unto these presents and a duplicate hereof and the
Lessee has caused its common seal to be affixed hereunder and a duplicate
hereof on the day, month and year first hereinabove written.

The Schedule I above
referred to

The Schedule II above
referred to

Signed and delivered
by the within named lessor ......

The common seal of
the within named Lessee ..............

Pvt. Ltd. was
hereunto affixed pursuant to the resolution of its Board of Directors passed on
the ..........…………. in the presence of Shri ................. and Shri ………….. ................
Directors who have signed these presents